Cullen Frost Capital Trust I Sample Contracts

Cullen Frost Capital Trust I – AMENDED AND RESTATED TRUST AGREEMENT (March 13th, 1997)

1 EXHIBIT 4(e) ================================================================================ AMENDED AND RESTATED TRUST AGREEMENT AMONG CULLEN/FROST BANKERS, INC., as Depositor THE BANK OF NEW YORK, as Property Trustee THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee THE ADMINISTRATIVE TRUSTEES NAMED HEREIN AND THE SEVERAL HOLDERS OF THE TRUST SECURITIES Dated as of February 3, 1997 CULLEN/FROST CAPITAL TRUST I ================================================================================ 2

Cullen Frost Capital Trust I – REGISTRATION RIGHTS AGREEMENT (March 13th, 1997)

1 EXHIBIT 4(h) REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 1997, among Cullen/Frost Bankers, Inc., a Texas corporation (the "Guarantor"), Cullen/Frost Capital Trust I, a Delaware statutory business trust (the "Trust"), and the Purchasers of the 8.42% Capital Securities, Series A, of the Trust, which are guaranteed by the Guarantor. 1. Certain Definitions. For purposes of this Registration Rights Agreement, the following terms shall have the following respective meanings: (a) "Administrative Trustees" shall mean the Administrative Trustees named under the Trust Agreement. (b) "Capital Securities" shall mean the 8.42% Capital Securities, Series A, Liquidation Amount $1,000 per Capital Security, to be issued under the Trust Agreement and sold to the Purchasers, and securities issued in exchange theref

Cullen Frost Capital Trust I – CAPITAL SECURITIES GUARANTEE AGREEMENT (March 13th, 1997)

1 EXHIBIT 4(g) ================================================================================ CAPITAL SECURITIES GUARANTEE AGREEMENT BY AND AMONG CULLEN/FROST BANKERS, INC., as Guarantor and THE BANK OF NEW YORK, as Guarantee Trustee RELATING TO CULLEN/FROST CAPITAL TRUST I ------------------------------ Dated as of , 1997 ------------------------------ ================================================================================ 2 CULLEN/FROST CAPITAL TRUST I Certain Sections of this Guarantee Agreement